Synectics Regulatory News (SNX)

26 Nov 2007 12:34

Synexus Clinical Research PLC26 November 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO ORFROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO 26 November 2007 Synexus Clinical Research PLC (the "Company") Result of General Meeting The Company is pleased to announce that the resolution placed before SynexusShareholders at the General Meeting held at noon today has been passed. As aresult the arrangements between Sigma Acquisitions and various members of theCompany's management team as set out in the Offer Document of Sigma Acquisitionsdated 7 November 2007 have now been approved and the Recommended Cash Offer cannow proceed. The Recommended Cash Offer is at a price of 78p for each Synexus Share. TheIndependent Directors of Synexus, who have been so advised by Brewin Dolphin,consider the terms of the Offer to be fair and reasonable. In providing adviceto the Independent Directors, Brewin Dolphin has taken into account theIndependent Directors' commercial assessments. Synexus Shareholders are reminded that the first closing date for theRecommended Cash Offer is 3.00pm on 28 November 2007. Enquiries:Synexus Clinical Research PLC Malcolm Hughes, Chairman 07785 224008Brewin Dolphin Limited (Financial and Nominated Adviser to the Company) Mark Brady 0845 270 8600 Richard Evans The distribution of this announcement into jurisdictions other than the UnitedKingdom may be restricted by law and therefore persons into whose possessionthis announcement comes should inform themselves about and observe suchrestrictions. Any failure to comply with the restrictions may constitute aviolation of the securities laws of any such jurisdiction. The Directors of the Company accept responsibility for the information containedin this announcement. To the best of knowledge and belief of the Directors, whohave taken all reasonable care to ensure such is the case, the informationcontained in this announcement is in accordance with the facts and does not omitanything likely to affect the import of such information. Brewin Dolphin Limited is acting for the Company and no one else in connectionwith this announcement and will not be responsible to anyone other than theCompany for providing the protections afforded to clients of Brewin DolphinLimited or for providing advice in relation to the contents of thisannouncement. Terms used in this announcement are as defined in the Offer Document of SigmaAcquisitions Limited dated 7 November 2007. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1% or more of any class of "relevant securities" of the Company, all "dealings"in any "relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3:30pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of the Company, they will be deemed to be asingle person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of the Company by Sigma Acquisitions Limited or the Company, or byany of their respective "associates", must be disclosed by no later than 12:00noon (London time) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by the virtue of any optionin respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange